VectorStock Media Ltd (VectorStock, we, us or our) provides a service for the supply and licensing of vector images, graphics, icons and illustrations (Content) via the www.vectorstock.com website (Service).The Service allows persons that we have authorised to contribute Content (Artists), to make Content available on the VectorStock® website, and persons registered with us (Members), to download Content from the VectorStock® website. The Service acts as an exchange to allow each Artist to grant to Members, a licence to use the Artist's Content when downloaded.

Access and Accepted Artist status

If you want to be accepted as an Artist, you must first submit to us an RGB jpeg sample of your vector Content, together with the name and address of the Artist, using the form in the member login area of the VectorStock® website. Once received, we will review your sample and decide (in our sole discretion) whether you will be accepted as an Artist. We will notify you whether or not you have been accepted as an Artist using the email address registered to your account. If you are accepted, then additional functionality in the member login area will become available to you to allow you to upload Content and monitor payments received by us (and amounts payable to you) in respect of your Content.

In accordance with the terms of the VectorStock® Membership and Content License Agreement, we reserve the right to modify, suspend or terminate access to the member login area, the availability of any Content or the upload, download or other functions that we provide as part of the Service at any time for any reason, without notice or refund. This includes the right to require you to change your login identification code or password. We also reserve the right to delete all program and data files associated with your account and/or other information you have on our system.

You are responsible for all activities that occur under your account. You agree to maintain the security of your login information and password for the Service and notify us immediately of any unauthorized use of your account.

Ownership and licence of Content

We acknowledge and agree that all copyright in and to the Content is solely owned by you, and you reserve all rights that are not expressly granted to us or the Members, or waived under this Agreement.

At the time that you upload Content, you can elect whether such Content will be made available to Members on free, standard or expanded licence terms. You grant to Members who purchase rights to download your Content a perpetual, world-wide licence to use, reproduce, make available, distribute, sub-license, crop, modify, alter, combine with other works or create derivative works from, that Content on the terms applicable to a Free, Standard or Expanded licence (as those terms are set out in the VectorStock® Membership and Content License Agreement). You grant to us the irrevocable and exclusive right to terminate, on your behalf, the licences you grant to Members under this clause (and you may ask us to consider terminating such licences in accordance with clause 16).

You also grant to us a world-wide, royalty-free licence to use any Content that you upload to the Service, including the right for us to:

use, reproduce, make available and distribute your Content;

sub-license your Content to our affiliates, contractors and partners;

crop, modify, alter or edit your Content for use on the Service;

make graphical depictions of your Content, in suitable file formats for placement on the www.VectorStock.com website (Website) and in other media or materials; and

use the Content in advertising materials and other websites in order to promote the VectorStock® Service.

The terms of the licence granted to us in relation to any specific Content will also depend on whether you select, at the time of upload or in a written notice to us, that the Content is non-exclusive or exclusive to the VectorStock® Service. If you select that the Content is exclusive, then you agree that we have the exclusive rights to distribute and make available that Content in digital vector format (eg. EPS, Ai, Flash, SVG etc) for download or purchase by other persons. You may continue to use and modify such 'exclusive' Content yourself but you must not license that Content other than via the Service or permit any other person (including our competitors) to make that Content available in digital vector format for download or purchase. You may change the nature of the licence granted to us by first giving us written notice of the change.

To the extent permitted by applicable law, by granting the licences under this Agreement, you waive, agree not to assert and consent to any act or omission that may infringe, any moral rights in the Content, including any rights that you may have to be identified as the author of the Content or to object to mutilation, derogation or false attribution of any Content created by you.

Payments in respect of your Content

In respect of each item of Content that you provide, we agree to pay you revenue equal to a proportion of the Fees collected from VectorStock® Members for each file downloaded in respect of that Content. In this Agreement, "Fees" means the monetary value of credits (calculated as at the date the Member purchased such credits) collected, exclusive of any applicable taxes or duties. We will pay you a proportion of the Fees in accordance with the payment schedule as follows:

Number of downloads per item of Content

Artist revenue (in percentage of Fees collected)

Non-exclusive Content

Exclusive Content

1-499

25%

30%

500-2,499

30%

35%

2,500-9,999

35%

40%

10,000-24,999

40%

45%

25000 and above

45%

50%

For example, an Artist contributing an item of non-exclusive Content would be entitled to artist revenue of 25% of the Fees that we collect from the first 499 Member downloads for that item. If we collect $1000 of Fees in respect of 1000 downloads on standard licence terms, the artist revenue payable to the contributing Artist would be $250.

You acknowledge and agree that the payment schedule in clause 9 is subject to change from time to time in accordance with clause 34 below. If you do not agree to a change in the payment schedule, you may remove your Content in accordance with clause 15.

Once you have accrued at least $100USD of artist revenue in your account, you may request us to pay you using the member login area on the VectorStock® Website. We will process artist revenue payments within 14 days of a payment request. Artist revenue payments will be processed using the Paypal or MoneyBookers account registered to your VectorStock® account. You must have a Paypal or MoneyBookers account to be able to receive your artist revenue payments.

You acknowledge and agree that:

You are responsible for all tax deductions or payments that apply in respect of your artist revenue in accordance with relevant tax laws;

If, in accordance with the VectorStock® Membership and Content License Agreement or the Take Down Policy, we refund Members the credits they paid in respect of your Content, we will deduct from your account the amount of the Artist revenue for that Content or, to the extent that you have already been paid in respect of such amounts, we will deduct such amounts from any future artist revenue accrued in your account; and

We may set off amounts that you owe to us (including in respect of any cancellations or refunds, overpayments or other amounts owing to us) from any artist revenue accrued in your account.

Records of all downloads of your Content will be displayed in the login area of the VectorStock® Website.

If you notify us that you wish to change your election of Content from non-exclusive to exclusive or vice versa (in accordance with clause 7), the amount of the artist revenue payable for each download of that Content will change from the date that the election takes effect, as determined by us.

Removing your Content

You may remove any Content that you have uploaded to the VectorStock® Service at any time by e-mailing us at admin@vectorstock.com with the Content file ID number and your account username, it will normally be removed within 24 hours from once we receive your email. After you remove Content, it will no longer be available for downloading and licensing by Members from the website. However, the licences granted to Members are perpetual and your removal will not affect any existing licence that has been granted to Members in respect of that Content.

As described in clause 5, we have the exclusive right to terminate licences granted to Members through the Service. If you think that we should terminate any existing licence of your Content that has been granted to Members (such as where you believe a Member is infringing the terms of the licence granted to them or where your Content is the subject of a third party action or claim for infringement of third party rights), you must contact us by e-mailing us at admin@vectorstock.com including your contact details, identification of the Content in question (including, where possible, a link to that Content on our Website) and a detailed explanation of the circumstances giving rise to the need to terminate that Member's right to use that Content. When we receive such notification, we will decide (in our sole discretion) whether to take action to terminate the Member's rights to use that Content.

Termination and removal of Content will not automatically affect any existing licence that has been granted to VectorStock® Members in respect of your Content. We may terminate licences to Members in accordance with the VectorStock® Membership and Content License Agreement and the Take Down Policy. You may also ask us to consider terminating such licences in accordance with clause 16.

Where you terminate this Agreement under clause 19 or we terminate this Agreement under clause 20, if you have artist revenue in your account for which you have not been paid, you can request payment of such amounts using the member login area on the VectorStock® Website or by e-mailing us at admin@vectorstock.com. You must make such a request within one month of the termination taking effect. We will process artist revenue payments within 14 days of a payment request. Artist revenue payments will only be processed using the Paypal or MoneyBookers account registered to your VectorStock® account.

Where we terminate this Agreement under clause 21, from the date that the termination takes effect, you will forfeit all accrued artist revenue in your account that we have not yet paid to you, and you will not be entitled to be paid for such amounts.

You have not granted any licences or other rights to your Content that conflict with your obligations under this Agreement (including, but not limited to, granting exclusive licences in your Content to third parties);

The Content is free of all viruses, worms, Trojans or other disabling code that may be used to edit, delete or allow unauthorized access to a recipient's computer or network; and

The Content is an original work and the licensing, sub-licensing and use of such Content in accordance with this Agreement and the VectorStock® Membership and Content License Agreement by Members and/or us will not infringe the rights of any other person, including but not limited to, any copyright, trademark or other intellectual property right, any contractual right or any right to keep information confidential.

Indemnity

You agree to at all times indemnify and hold us and any of our officers, employees, directors, shareholders and agents harmless against all liability, claims, losses, damages, costs (including legal costs) and other expenses of any nature whatsoever awarded against, incurred or suffered by us and any of our officers, employees, directors, shareholders and agents arising out of or in connection with:

any third party claim that the use of Content provided by you infringes that third party's rights; or

any breach by you of this Agreement.

Disclaimer of warranties and limitation of liability

You acknowledge and agree that the Service is provided 'as-is' and 'as available' and your use of the Service is conducted entirely at your own risk. We make no representations or warranties as to the availability, operation, functionality or security of the Service, that the Service will meet your requirements or that any Content you provide will be made available to, or downloaded by any, Members. You acknowledge and agree that, except as expressly provided in this Agreement, we give no warranties in relation to the subject matter of this Agreement, either express or implied, including (but not limited to) any implied warranties relating to quality, fitness for any particular purpose or ability to achieve a particular result. You acknowledge that:

You do not enter into this Agreement in reliance on any representation, warranty, term or condition except as expressly provided in this Agreement; and

Any conditions, warranties or other terms implied by statute or common law are excluded from this Agreement to the fullest extent permitted by law.

To the extent permitted by applicable law, subject to clause 30, the maximum liability of us to you arising out of any and all claims under this Agreement, or relating to the Content that you provide for the Service, will not in any circumstances exceed the sum of $500 USD.

To the extent permitted by applicable law, in no event will we be liable (whether in contract, tort including negligence, or otherwise) to you for:

Loss of revenue or profit, loss of anticipated savings, loss of goodwill or opportunity, loss of production, loss caused by interruption, loss or corruption of data or wasted management or staff time; or

Loss, damage, cost or expense of any kind whatsoever that is indirect, consequential, or of a special nature,

arising directly or indirectly out of this Agreement, even if we had been advised of the possibility of such damages, and even if such loss, damage, cost or expense was reasonably foreseeable by us.

Where applicable laws do not allow warranties to be excluded or liability to be limited, some of the above disclaimers and limitations may not apply to you and you may have additional rights. None of the exclusions or limitations in this Agreement will have the effect of limiting or excluding any liability to the extent such liability cannot be limited or excluded under applicable law.

Governing law

This Agreement shall be governed by, and must be interpreted in accordance with, the laws of New Zealand. You agree to submit to the non-exclusive jurisdiction of the courts of New Zealand.

You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply.

Amendments to this Agreement

We may make changes to this Agreement from time to time, and you agree to be bound by such changes. If we make such changes, we will notify you by posting notice of the update in the member login area of the VectorStock® website and they will be effective immediately (unless stated otherwise). You are responsible for reviewing the Website regularly to obtain timely notice of any such changes. If you do not agree to the terms of this Agreement, as amended and updated from time to time, you may cease to upload any further Content, remove your Content and/or terminate this Agreement (as respectively provided in clauses 15 and 19 above).

Our failure or delay in the exercise of any right or remedy we may have under this Agreement will not be construed or operate as a waiver of such right or remedy, nor will any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy.

If any part of this Agreement is held to be invalid, unenforceable or illegal for any reason, this Agreement will remain otherwise in full force and effect apart from such provisions, which will be deemed deleted.

You agree that we may assign, transfer or novate this Agreement to another person without your consent. You may not assign, transfer, novate or sub-license this Agreement, or any of your rights under it, without our prior written consent.

You agree that we may deliver all notices under this agreement by e-mail or any other means legally permitted under New Zealand law. You may change or update your registered e-mail address at any time in the member login area of the VectorStock® website. Our e-mail address is admin@vectorstock.com.

Except as expressly stated in this Agreement, we are not the agent or partner of you and you are not our agent or partner. Neither of us may make any commitments on the other’s behalf, nor represent that we have authority to commit the other party.